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NUPEH CZ S.R.O NUPEH CZ s.r.o. Prospectus of fixed rate bonds in the anticipated total nominal value of CZK700,000,000 with the possibility to increase the total nominal value up to CZK1,050,000,000 due in 2025 This document constitutes the prospectus (the Prospectus) in respect of fixed rate bonds issued under Czech law in the anticipated total nominal value of CZK700,000,000 (in words: seven hundred million Czech Koruna) with the possibility to increase the total nominal value up to CZK1,050,000,000 (in words: one billion fifty million Czech Koruna) due in 2025 (the Bonds or the Issue) issued by NUPEH CZ s.r.o., with its registered office at Antala Staška 1859/34, Krč, 140 00 Prague 4, Identification No.: 077 57 662, LEI: 3157002FXYZ444Q6BD33, registered with the Commercial Register kept by the Municipal Court in Prague, File No. C 307124 (the Issuer). The Bonds bear a fixed interest rate as further described in the Chapter Terms and Conditions of the Bonds. The issue date of the Bonds is 30 October 2020 (the Issue Date). The issue price of all the Bonds issued as of the Issue Date is 100% of their nominal amount. The issue price of any Bonds issued after the Issue Date will be determined by the Manager (as such term is defined below) on the basis of the current market conditions. Where relevant, a corresponding accrued interest will be added to the amount of the issue price of any Bonds issued after the Issue Date. For the avoidance of doubt, the Manager does not have any obligation to any Bond investor to buy back any Bonds. Unless redeemed early or purchased by the Issuer and cancelled as described below, the Bonds will be redeemed in accordance with the terms and conditions of the Bonds (the Terms and Conditions) included in the Chapter Terms and Conditions of the Bonds on 30 October 2025 as the redemption date of the Bonds. The Bondholders (as such term is defined in the Chapter Terms and Conditions of the Bonds) may request early redemption of the Bonds in accordance with the conditions contained in the Chapter Terms and Conditions of the Bonds, provided that the Issuer breaches its obligations included therein or in cases where the law allows such early redemption. The Issuer may, at its discretion, redeem the Bonds early in accordance with the conditions contained in the Chapter Terms and Conditions of the Bonds. The Bonds constitute direct, general, unconditional and unsubordinated liabilities of the Issuer secured by the Financial Guarantee (as such term is defined below) arising from the Financial Guarantee Deed (as such term is defined below) granted by New Ukraine PE Holding Limited, with its registered office at 16 louniou 1943, 9 AREA A, Flat/Office 202, 3022, Limassol, Cyprus, incorporated and registered in Cyprus under the Companies Law, Cap 113 of Cyprus with registered number HE 358309, LEI: 254900ID57LI5XI5KI72 (the Guarantor) and Security (as such term is defined below), which rank and will rank pari passu among themselves and at least pari passu with any present and future unsubordinated and in the same or similar manner secured liabilities of the Issuer, with the exception of liabilities treated preferentially under applicable mandatory laws. In all cases, payments under the Bonds will be made in accordance with the laws applicable in the Czech Republic as at the moment such payment is made. Where it is required by the laws of the Czech Republic applicable as at the moment a payment of nominal amount or interest is made, applicable tax and other fees will be withheld or deducted. If any deduction or withholding is required at the time of such payment, the Issuer shall not be obligated to pay to the Bondholders any additional amounts. Subject to certain conditions, the Issuer is a taxpayer of a tax withheld or deducted from the interest on the Bonds. For further information, please see the Chapter Taxation. The investors should consider the risk factors associated with the investment in the Bonds. The risk factors which the Issuer deems to be material are included in the Chapter Risk Factors. This Prospectus has been prepared and published for the purposes of an offer of the Bonds to the public pursuant to Article 2(d) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the Prospectus Regulation). The offer of the Bonds to the public will be made by the Issuer through the manager of the Issue, J&T BANKA, a.s., with its registered office at Sokolovská 700/113a, 18600 Prague 8, Identification No.: 471 15 378, LEI: 31570010000000043842, registered with the Commercial Register kept by the Municipal Court in Prague, File No. B 1731 (the Manager or J&T BANKA). The Issuer will apply for admission of the Bonds to trading on the regulated market (in Czech, Regulovaný trh) of Burza cenných papírů Praha, a.s., with its registered office at Rybná 14/682, 110 05 Prague 1, Identification No.: 471 15 629, registered with the Commercial Register kept by the Municipal Court in Prague, File No. B 1773 (PSE and the Regulated Market of the PSE). The distribution of this Prospectus and the offer, sale or purchase of the Bonds may be restricted by law in certain jurisdictions. Neither the Prospectus nor the Bonds have been authorized or approved by any administrative authority of any jurisdiction, with the exception of the Czech National Bank (CNB). This does not preclude the right of the Issuer to subsequently ask the CNB to notify the approval of the Prospectus to the National Bank of Slovakia (NBS) for the purposes of an offer of the Bonds to the public in Slovakia. The Prospectus, which includes the wording of the Terms and Conditions, was approved by the CNB in its decision ref. no. 2020/122025/CNB/570, file no. S-Sp-2020/00047/CNB/572 dated 30 September 2020, which became final and effective on 1 October 2020. The CNB has approved the Prospectus in its capacity as the competent authority under the Prospectus Regulation and only to the extent that the Prospectus meets the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. By approving the Prospectus the CNB certifies that the Prospectus contains all information required by law necessary for the investor to take an investment decision. The CNB assesses neither the financial results nor the financial situation of the Issuer and by approving the Prospectus it does not guarantee the quality of the security or the Issuer’s future profitability or its ability to pay the interest on, and the principal of, the Bonds. Potential investors should make their own assessment as to the suitability of investing in the Bonds. The ISIN of the Bonds allocated by Centrální depozitář cenných papírů, a.s., with its registered office at Rybná 682/14, Old Town, 110 00 Prague 1, Identification No.: 250 81 489 (the Central Depository) is CZ0003524795. This Prospectus was made on 29 September 2020. If there is any significant new factor, material mistake or material inaccuracy relating to the information included in the Prospectus which may affect assessment of the Bonds and which arises or is noted between the time when the Prospectus is approved and the end of the offer of the Bonds to the public or the time when trading of the Bonds on the regulated market begins whichever occurs later, the Issuer will update the Prospectus in the form of supplements to the Prospectus. Each such supplement will be approved by the CNB. For the purposes of the offer of the Bonds to the public and the admission of the Bonds to trading on the regulated market, this Prospectus will be valid for twelve months from the date on which its approval by the CNB became final and effective. The validity of the Prospectus will expire on 30 September 2021. The obligation to supplement the Prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when the Prospectus is no longer valid or conditions set out in Article 23 of the Prospectus Regulation are not met. After the end of the offer of the Bonds to the public or after the admission of the Bonds to trading on the Regulated Market of the PSE, potential investors must base their investment decisions not only on the Prospectus as amended by any supplements, but also on other information published by the Issuer after the date of the Prospectus or other publicly available information. The Prospectus, any supplements to the Prospectus, other published documents, historic financial information and audit reports are available electronically on the website of the Issuer nupeh-cz.com (for more information please see the Chapter IMPORTANT NOTICE). Manager J&T BANKA, a.s. 2/175 THIS PAGE WAS INTENTIONALLY LEFT BLANK 3/175 IMPORTANT NOTICE This document is a prospectus of bonds pursuant to Article 6 of the Prospectus Regulation and Article 24 of Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004 (the Implementing Regulation). The distribution of the Prospectus and the offer, sale or purchase of the Bonds may be restricted by law in certain jurisdictions.
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